Peninsula Capital Partners LLC

Item 5:        Fees & Compensation

In accordance with the Partnerships’ organizational documents, for our services to the
Partnerships we charge periodic management fees (the “Management Fees”). In
addition, each Partnership’s General Partner, which is affiliated with Peninsula through
common ownership and control, may receive a performance fee (i.e., carried interest; a
“Performance Fee”). At Peninsula’s discretion, the Management Fee and Performance
Fee rates of a Partnership are negotiable giving consideration to an investor’s
commitment to the Partnership.

MANAGEMENT FEES:
Management Fees are charged to the Partnerships in two distinct stages. Generally, while
a Partnership is being deployed (i.e., we are actively seeking to identify potential
investments in new Portfolio Companies), the Management Fee is charged as a
percentage of the Partnership’s aggregate committed capital. Upon the launch of a
successor mezzanine investment fund (e.g., TPFVIII in the case of TPFVII) or when a
predefined number of years has elapsed since the Partnership’s initial capital call, the
basis for computing the Management Fee then changes to be the Partnership’s net
outstanding invested capital (i.e., called capital which remains invested in Portfolio
Companies, net of write-offs).

For TPFVII and TPFVIII, the Management Fee charged is 1.75% of aggregate capital. For
TPFVI, the Management Fee charged is 2.00% of aggregate capital up to $375,000,000
and 1.75% above $375,000,000. Effective June 1, 2021, TPFV is no longer charged a
Management Fee.

Management Fees are paid quarterly in advance and are non-refundable. Per the
organization documents of each Partnership, Management Fees are paid by the
respective Partnership (i.e., Fund Limited Partners are not invoiced separately for
Management Fees).

PERFORMANCE FEES:
The General Partner of each Partnership is entitled to receive a 20% share of the
Partnership’s realized profits based on its performance, subject to the Limited Partners of
the Partnership first achieving a minimum, cumulative preferred return of 8.0%. More
specifically, profit sharing does not occur until after the Limited Partners have received
cumulative cash distributions equal to their capital contributions plus an 8.0% annualized
return (compounded monthly) thereupon. Once the preferred return has been achieved,
the General Partner is entitled to receive 100% of Partnership distributions until it has
garnered 20% of cumulative distributions of profit up to that point, inclusive of such
“catch-up” distributions. Thereafter, the General Partner receives 20% of all subsequent
distributions from the Partnership (whether in cash or in kind). Refer to the organizational
documents of each Partnership for additional information.

Part 2A of Form ADV: Firm Brochure                                           April 29, 2026

FEES RELATED TO PARTNERSHIP INVESTMENT ACTIVITIES:
In conducting the operations of the Partnerships, Peninsula may receive fees from third
parties related to the investment activities of the Partnerships. Such fees include, but are
not limited to, the following:

   •   Transaction Fees – compensation for facilitating successful transactions by the
       Partnerships;
   •   Break-up Fees – paid by prospective Portfolio Companies who back out of the
       contemplated transaction;
   •   Equity Monitoring Fees – paid by Portfolio Companies as compensation for
       investment monitoring services (e.g., board representation, site inspections,
       periodic performance reviews) provided by Peninsula; and
   •   Amendment Fees – charged to Portfolio Companies in connection with a
       restructuring of the Partnership’s investment in the company.

For each of the Funds, these fees are remitted to Peninsula and are offset against the
Management Fees paid by the Fund (discussed above) or, in the case where a Fund no
longer pays Management Fees, are offset against expense reimbursements owed to
Peninsula by the Fund.

OTHER FEES:
Peninsula reserves the right to accept payments from third parties as compensation for
providing referrals on investment opportunities that Peninsula has determined are not
appropriate for pursuit by any of the Peninsula Partnerships or as add-on acquisitions for
any of the Partnerships’ Portfolio Companies (“Referral Fees”). Such Referral Fees create
a conflict of interest whereby Peninsula might be incented to refer an investment
opportunity to an outside party in order to secure a Referral Fee instead of considering
the investment for the Partnerships. To address this conflict, Peninsula has adopted a
written policy requiring that investment opportunities are referred to third parties only
after it has been determined by a Peninsula investment professional that the opportunity
is not appropriate for consideration by any of the Partnerships. Additionally, the
principals and certain of the investment professionals of Peninsula have personal
investments in the Partnerships. Thus, foregoing otherwise appropriate Partnership
investment opportunities in order to obtain a Referral Fee would be detrimental to the
personal investments of the principals and investment professionals of Peninsula.

Investors must understand the proposed methods of compensation and their risks prior
to investing in any of the Partnerships. Prospective investors in any new Partnership
launched by Peninsula should refer to the appropriate Partnership organizational and
offering documents for information regarding the fees charged by Peninsula and/or the
General Partner, as applicable. Current investors are encouraged to refer to the

Part 2A of Form ADV: Firm Brochure                                            April 29, 2026

organizational and offering documents of the Partnership in which they are invested for
a complete discussion of fees charged to the Fund.

Item 7:       Types of Clients

Peninsula provides discretionary investment management and advisory services to
committed, closed-end, mezzanine capital investment funds as disclosed in Item 4 of this
Brochure.

As outlined in each Partnership’s offering documents, minimum capital commitments
exist for prospective investors in the Partnerships. For TPFVIII, the minimum capital
commitments are $10,000,000 for institutional investors and $2,000,000 for individual
and family trust investors. Peninsula retains the right to waive the minimum capital
commitment requirements in its sole discretion. Prospective investors in any new
Partnership launched by Peninsula should refer to the appropriate Partnership offering
documents for information regarding that Partnership’s minimum required capital
commitment and any additional qualifications required for investment.